


Rising

by Plechka



Series: Collapsing [2]
Category: Agents of S.H.I.E.L.D. (TV)
Genre: And loooots more, Error 404 No Plot Found, F/M, Fingering, First base!, HOME RUN!, Just smut, Kissing, Oral Sex, Part 2 after "Collapsing", Porn with Feelings, Second base!, Sex, Third base!, alllll the sex, and cuddling, and these two move at snail pace, and this seems to be it, buckle in, but if it is, but its sexy snail pace, eventually a whole lot more, hopefully, let's see if I can break 10k of smut, lots of positions, sexy cuddling, slow burn smut is a thing, so if smut's not your thing, sometimes more feelings than porn, stay away, they are making up for 3 decades of sexual tension, we are all in for a long ride (esp. Phil and Melinda)
Language: English
Status: Completed
Published: 2018-04-19
Updated: 2018-07-21
Packaged: 2019-04-25 00:08:24
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 12
Words: 14,389
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/14366679
Author URL: https://archiveofourown.org/users/Plechka/pseuds/Plechka
Summary: Phil and Melinda wake up the morning after an emotionally exhausting day and find themselves in VERY close quarters.





	1. Chapter 1

**Author's Note:**

  * For [SkylandMountain1013](https://archiveofourown.org/users/SkylandMountain1013/gifts), [ata2d1969](https://archiveofourown.org/users/ata2d1969/gifts).



> I've given you plenty of warnings, there is NO PLOT and tons of smut here. This chapter is fairly tame, but I envision a lot more coming (hehehe). 
> 
> You should read Collapsing if you want the context of what they went through the previous night. But it's not necessary if you just want to read smut.

When Melinda woke up, feeling well rested and warm, she realized that she couldn’t move. Her body was pinned beneath something heavy, and for an instant her skin prickled with panic. Upon opening her eyes, her fear vanished as her memories of the previous night returned. She was laying on her back on her bed, a fast asleep Phil laying over her, his head pillowed on her chest. Her own limbs were tightly wrapped around him, holding him to her as much as he was holding her against the thin mattress.

 

He had fallen asleep in her arms, his tension disappearing as his breaths evened. She smiled. They must have moved in the middle of the night, neither willing to let go of the other despite their discomfort. Not that she would complain about their situation. Phil was warm and firm against her, and she knew he was safe and sound. Her hands, on their own accord, began to caress his hair, her legs rubbing slowly against him. Despite their proximity, she wanted to draw him even closer to her, to keep him in her arms forever.

 

As her body awakened, she noticed that his cheek was pressed to the valley of her chest, and his warm breath blew gently across the sensitive skin of her right breast. Her legs were parted and he lay between them, which resulted in her panti-clad crotch being pressed directly into his stomach. The pressure was delicious. As she contemplated their intimate position, she had to suppress a moan.

 

She immediately chided herself for that reaction; this was still her best friend. The man who had been by her side for the last three decades of her life. But he _had_ said those three words last night, as he lay nestled into her chest, his arms firmly wrapped around her. She smiled at the memory. And it had been so long since she had found any sexual release, in both her lives. It wasn’t as if she could turn off her libido. Still, she could control her actions and the last thing she wanted was to spook him by rushing things.  

 

As she worked on her extraction plan, she felt him stir and take a couple of deep breaths that stirred something deep in her loins. He nuzzled his cheek against her bready, the scruff covering his face tickling her through the thin fabric of her shirt. She couldn’t contain her moan at the contact. As the sound reverberated through her chest, Phil froze. She stopped caressing him and waited to see how he would react to their current positions. Fear ran through her veins, stretching the seconds into an eternity.

 

Eventually, Phil disentangled his arms from around her waist and began to raise himself on his elbows, lifting his head from her chest. He was facing down and away from her. If she didn’t know him better, she could have sworn that he was looking at her nipples poking through her shirt. But that just wasn’t the kind of thing that Phil would do.

 

“Uhh… G-good morning,” he said uncertainly, finally making eye contact with her.

 

“Good morning.” She smiled at his adorable bedhead and his groggy eyes. The skin of his right cheek displayed the imprint of the folds of her shirt and she had never before wanted to kiss him so badly. She was tempted to pull him back down to her to keep him in her arms a bit longer.

 

At least he had stopped trying to move away from her.

 

“Am I… Am I crushing you?”

 

She shook her head as her smile widened. Unable to resist, she ran her hands up his arms, and began caressing his shoulders, back and neck. He closed his eyes at the contact and let out a contented sigh before lowering his head to her chest once again. Immediately, she was cradling him to her as her legs began to rub his bare calves and thighs in slow movements. His hands snaked beneath her waist, pulling himself closer to her as he let out a long moan. Soon his fingers were hesitantly creeping past the hem of her shirt, touching the bare skin of her lower back, setting fire to every cell of her body.

 

Testing their boundaries a bit more, she wrapped her legs around his legs, pressing her core into his tight stomach and relishing in the added pressure.

 

“Hmmmmmm,” Phil said as he began to nuzzle her right breast, “you feel so good.”

 

“So do you,” she responded as raised her hips into him, her legs bringing him closer. With each move they made, she lost more of her control. She couldn’t remember why that mattered.

 

Melinda dragged her nails beneath the neck of his shirt to reach the bare skin of his shoulders, releasing more moans from him. As a response, he raised his head and began to plant open-mouthed kisses over her chest, the heat of his breath filtering through the thin fabric. Phil kissed her breastbone, and moved steadily up, dragging his body along hers and causing exquisite friction where she needed it most. Concentrating on her neck, he alternated between leaving wet kisses, nipping lightly, and nuzzling the sensitive skin. His hands were venturing higher under her shirt, his thumbs running up the sides of her stomach.

 

His lips were soon tracing her jaw, eliciting loud groans from her. When he reached her ear, he whispered, “Do you have any idea of how much I want you?” He nipped at her earlobe before adding, “No. You don’t.”

Her hips were canting upward, rubbing her mound firmly against him. More than anything, she wanted him to keep moving up her body so she could feel his length pressed against her. But he seemed content where he was, leaving searing kisses along her neck, jaw and ear, his fingers inching upward painfully slow.

 

Frustration mixed with pleasure when she cried out, “Phil!”

 

“Hmmmmm?” Came his muffled response, moaned right behind her ear. When she didn’t continue, he raised his head and looked at her for the first time since their explorations had begun. She was the picture of arousal, her face flushed, her pupils so wide they swallowed her irises almost completely. Her lips were parted and inviting. He accepted the invitation. Slowly he approached her until his lips were hovering over hers, his eyes not leaving hers. He looked wild, his hair mussed from her caresses, his once sleepy eyes now burning, and his lips red and wet from his ministrations. Impatience got the best of her and she closed that last distance between them to crash her lips against his. It only took him a second to register what was happening, and soon he was kissing her deeply and slowly, taking all the time in the world to drink her in.

 

They had kissed before, numerous times, in missions and preparing for missions. From the short pecks of long-married couples to the passionate kisses of newlyweds. But nothing-- _nothing_ \--had prepared her for this. _This_ felt more like a love confession than any words they could ever exchange. She never knew that a kiss could _feel_ like that; filled with passion and overwhelming emotion, it reached deep within her and tore down the remnants of the walls that she had built around herself.

 

As they broke away, Phil rested his forehead on hers, his eyes still closed. “I love you, Melinda.” His voice was low and breathless, barely above a whisper but his words echoed within her as if this was the first time hearing them.

 

Melinda grabbed his shoulders and began pulling him up in a silent order, which he obliged. When his body had slid up to cover her entirely, she could feel the evidence of his arousal pulsing hot between them. With everything that had been happening, she knew that Phil wanted her. Still, feeling him hard and heavy against her almost disarmed her, filling her with overwhelming need. How many times over the years had she fantasized about exactly this moment as she brought herself to a shattering climax? Of course she had tried not to conjure his image, but that was a battle she lost countless times. He was _always_ in her deepest, most intimate fantasies, and she thought she’d never have him outside of her imagination.

 

Yet, here he was; pressing his erection into her as his hands continued to explore her bare skin.

  



	2. Chapter 2

**Summary for the Chapter:**

> Phil reflects on his change of luck.

**Notes for the Chapter:**

> Since we are DEFINITELY not getting anything like this on the show, I'll just keep writing smut for the next few weeks. We'll see how far we get. I'll obviously get them laid--fear not!--but we'll see if they continue to get laid after that. I could see myself enjoying this too much :D

Phil couldn’t believe his luck. In less than 24 hours he had discovered that Melinda May loved  _ him _ and he had woken up in her arms. Actually, he had woken up  _ half naked on top of her,  _ with his head on her perfect breasts. He found her presence intoxicating. 

 

The first thing that he noticed upon waking was the familiar tightness, the heat of an erection stretching his boxers and pressing into the mattress. It had been a while since he had woken up in that state, but it wasn’t such a strange occurrence as to alarm him. However, as soon as he realized that the smell that pierced his slumber was her skin and that he was pressed against her breasts, he froze in panic. He was ashamed of himself. She had been comforting him the night before, wrapping herself around him like a warm blanket, soothing his pain and easing him into a restful sleep. And the next morning he had to hide an  _ erection  _ from her. He felt like the oldest teenager in existence.  

 

Well, that shame was short lived. Now he was actively pressing that same hardness into her, causing her to moan and chase the contact with her own bucking hips. Not only did Melinda May  _ love  _ him, but she also  _ wanted  _ him. 

 

Her face was pure bliss; eyes dark and lustful, her mouth partially open and those lips--the same lips he had  _ tasted  _ earlier--were reddened and decadent. An exquisite sight. She continued rubbing herself against him, the undulation of her hips driving him crazy. 

 

Fighting that frenzy, he dove down and captured her lips again, forcing himself to drink her in slowly and deeply. He couldn’t get enough of kissing her. She sighed into his lips. Her limbs tightened in a vise around his body, drawing him in and somehow making him harden even more. His hands, gliding under her shirt, had reached the middle of her back, his thumbs getting dangerously close to the sides of her breasts. 

 

Phil was instantly addicted to her taste, her touch, her heat. There was no turning back from this; he could never look at her again and forget the way her moans reverberated deep within his soul. He wanted her--that much was obvious--but he also  _ needed  _ her. She awakened a whole new side of him that he was now beginning to understand. And here was the thing that he had been most afraid of all those years, this yearning that would turn into complete submission, this unfathomable love. He knew right then that he would do anything for her, would sacrifice anything or  _ anyone _ to keep her safe and with him. The world could burn to ashes before he considered letting any harm come to her.  _ That  _ was why he had kept his distance over the decades. 

 

And yet now there was  _ no  _ distance between them. Their bodies were pressed together, separated only by their shirts and underwear, and even those layers couldn’t shield them from the heated desire that ran through their skin. 

 

As the kiss continued, both conquering and surrendering at once, his hands continued their upward exploration. When his thumbs grazed the underside of her breasts, she let out a growl that sent a shiver down his spine. The soft flesh was warm and yielding under his touch. Phil soon found that it was impossible to pay proper attention to her silky skin while drowning in  such a deep kiss, so he broke away from her and lifted himself slightly on his forearms. 

 

Melinda was obviously unhappy with the change, her narrowing eyes and pouting lips almost breaking his resolve. But he was undeterred. When his fingers slid upward, she closed her eyes and pressed her head into the pillow, biting her lip to muffle a moan. 

 

“Don’t.” His firm, low voice startled her into opening her eyes. “I want to hear you.” Melinda loosened her grip on his shoulders to run her hands up down his toned arms and nodded once. 

 

They were in a far corner of the lighthouse, away from the rest of the team, and at this point he didn’t care if they whole world heard them. In fact, he didn’t care what happened out there, he was not going to stop until he had explored and worshiped every inch of her body. They had waited too long for this. 

 

His fingers caressed the underside of her breasts, ghosting the skin and enjoying the delicious sounds she was making. Her shirt had been pushed up, exposing her flat stomach but still covering her chest. Phil raised himself a little higher, bracing himself on his left hand so his right hand was free to touch her. When he covered her left breast, he felt her hardened nipple hot against his palm. Melinda’s moans became louder as he ran his thumb over the tight nub, his fingers softly kneading her flesh. It felt perfect. 

 

Her legs were still tightly wrapped around his hips and her hands were roaming all over his toned chest, caressing him over his shirt. Phil continued taking his time with his attentions and wanting desperately to see and taste her skin. As if reading his thoughts, Melinda’s hands went down to the hem of her shirt and began to pull it up. Phil pushed himself up a bit more to give her space, watching her in fascination as she revealed the skin he had been exploring. When the hem of her shirt eased past her breasts, his breath hitched. She kept going, tossing her shirt aside after she pulled it all the way over her head, but his eyes were fixed on the perfect peaks that he had fantasized so much about. 

 

He had seen them before, during a few missions and in the coed showers of the Academy. Still, nothing _ \--nothing-- _ had prepared him for the sight in front of him. She looked utterly debauched; her velvety skin flushed, her hair mussed, her nipples standing in attention, her legs wrapped around his waist, and the only piece of clothing covering her lithe body were the wet cotton panties that were pressed firmly into his hardness. 

 

He had never seen anything more beautiful. 


	3. Chapter 3

**Summary for the Chapter:**

> Giving and taking

**Notes for the Chapter:**

> Thanks to the AMAZING skylandmountain1013 for being the best beta ever! This chapter (and all future chapters tbh) is dedicated to her.

To Melinda, everything they had gone through in the last few months had been worth it just for the look on his face at that moment. Phil was staring, eyes wide and dark, his lips parted, and his body completely frozen. His go-to reaction to her. A few seconds after she took off her shirt, his awed gaze became predatory. His tongue ran slowly over his bottom lip. Anticipation solidified, its volume filling the room.

 

In one swift motion, he dipped his head and planted a chaste kiss to her hard right nipple before engulfing it with his mouth.

 

And that’s when all coherent thought left her. She closed her eyes tightly, enjoying the velvety warmth surrounding her sensitive skin. When she felt his tongue swirling around the peak, she forced herself to open them again and take in the sight before her. His own eyes were closed in what looked like a mix of pleasure and concentration, his strong arms flexed and straining the t-shirt he was still wearing, his mouth closed over one of her breasts as the rest of his body covered hers. Heat spread through her skin.

 

Melinda’s hands went to his head, her nails running over his scalp. Phil lowered himself over her, relieving his arms from holding him up and pressing his stomach to her center. Her legs, still loosely wrapped around him, tightened once again, pulling him closer.  

 

Phil Coulson, it turns out, had a very talented mouth. The thought sent a jolt of pleasure straight to her core, anticipation building once again. His tongue swirled slowly as he sucked, nibbled, and laved at the tightly coiled skin. He soon figured out that she loved it when he used his teeth, and accordingly began peppering her breasts with soft bites as he explored her chest. His right hand roamed freely over her, pinching, kneading, and caressing whichever peak was not being serviced by his mouth. While he lavished attention on her, Melinda was thrusting up against his belly, pushing her mound into him and chasing what little pressure she could find.

 

“Phil!” she said, not recognizing the note of desperation in her own voice. He either ignored or didn’t her her plea, so she repeated it, louder this time. “ _Phil!_ ”

 

Raising his head slowly, Phil met her eyes as he hovered over her bare chest. Keeping his gaze trained on her, he began to slide his right hand slowly down her belly, applying steady pressure as it went lower and lower. Her breath caught. As he reached the waistband of her panties--the only article of clothing she was still wearing--she closed her eyes. She could feel his warm breath blowing across her chest, cooling the wet skin. Everything about him screamed patience and deliberation, and Melinda was impressed with his control. Hers had slipped a long time ago.

 

The same man who had stood frozen while she confessed her love was now full of confidence as he brought her more pleasure than she could ever remember feeling.

 

His hand slid over the thin fabric of her panties until he was cupping her mound, his fingertips pressing lightly against her hot center. She moaned loudly, bucking her hips into his hand.

 

“You are so wet. So hot. So _perfect._ ” His voice, low and deep, made her open her eyes again. “Do you want this?” He paused. “Do you want _me_?”

 

The first question was more of a statement, confident like his explorations. The second was steeped in incredulity, emphasizing the last word as if he couldn’t believe that _he_ was the object of her passion. She clearly had to remedy that.

 

Nodding slowly, she said, “You. Always you.”

 

He exhaled in a ragged breath. A heartbeat later, his fingertips were touching her through her panties, adding pressure to her lips and her clit, making her cry out. Her legs loosened their vise on his body, falling bonelessly on the mattress. She wanted him closer, but she also wanted to give him space; she wanted him inside her, but she also wanted to see what he would do. After all, her patience so far had been richly rewarded.

 

Phil’s ministrations were systematic, varying in pressure throughout her center, driving her wild. He gave her just enough for her body to pulse and writhe, but not enough to get her off. Her pleasure and frustration mounted in equal measure. He was enjoying this too much; she had to wipe that self-satisfied smirk off his face. Melinda grabbed his face with her hands and began pulling him up. Phil slid up her body, his hand abandoning her core as he tried to keep his weight off of her. Once they were at eye-level again, he lay sideways next to her on the bed. As soon as he was settled, Melinda drew him in for a deep kiss. A scorching kiss. One that carried all the pent up passion they were determined to unleash. Her tongue explored his mouth aggressively, taking back the control she had ceded to him up to that point. She swallowed his muffled moans and ran her left hand down from his face, over his firm chest, caressing his tight stomach as she went lower and lower.

 

And _lower._

 

When she reached the waistband of his boxers, she had a split second to decide: over or under? She remembered that smirk and slid her hand over the thin fabric to palm his erection. Phil released a low growl that made her pelvic floor contract on its own accord. He was big and heavy and _hot_ under her palm. She had him right where she wanted him and there were so many things she wished to do in that moment; touch, taste, take him deep inside her. But for now, she’d get him back for his teasing.

 

Breaking the kiss, she made sure to look into his eyes as she grabbed the outline of his enlarged member and squeezed. Phil’s eyes rolled back and he let out a long strangled moan. Content with his reaction, she began to move her hand up and down his cock, applying pressure intermittently. He was entirely hers. The wet spot in the front of his tented boxers betrayed just how much control he had been exerting while he attended to her breasts.

 

When she felt him thrust against her palm, she knew she had the upper hand again. Phil Coulson had no idea what she had in store for him.

**Notes for the Chapter:**

> Thank you so much for reading! I really appreciate you continuing to read. If you are enjoying it, please let me know! Or tell me if there's something I should improve on, or just stop by and say hi! I love hearing from you. Comments keep me writing!


	4. Chapter 4

**Summary for the Chapter:**

> Phil takes back the upper hand

**Notes for the Chapter:**

> Thanks to the fantastic Skylandmountain1013 for being my beta, for talking me through ideas, and for overall being a ray of sunshine and a cheerleader. Thank you!!!!

His brain was short circuiting. Melinda’s hand was exploring his cock with an adroitness that broke down his resolve. Her palm, sliding up and down his length, seemed both delicate and strong as she caressed and squeezed him. Her fingertips trailed briefly over his balls, lightly scratching him through the fabric and tearing a loud moan from his dry mouth. He was in heaven.

 

Throughout her advances, Melinda kept her eyes trained on his. Her gaze was dark and intense, her lips curved into an almost malicious smile. He was clearly not the only one enjoying himself. Identifying the challenge in her actions, Phil briefly considered his options. Well, as much as he was able to with so much of his blood diverted away from his brain.

 

He had strict and uncompromising standards when it came to sex; ladies were always first and their continued enjoyment was his priority. In the case of Melinda, it was even more important that he show her exactly how much she meant to him, how much he wanted her, how much she deserved. And so he began planning.

Unaware or unconcerned about his thoughts, Melinda continued to pleasure him. More than once he broke her gaze to look at her small hand enveloping his enlarged member through the fabric of his boxers. And of course, her beautiful breasts were still on display, her hard nipples making his mouth water. Anywhere he looked, the sight of her was intoxicating. His pleasure was mounting, but not yet to a dangerous degree. She was exploring him slowly, repaying his earlier attentions in kind. Underneath the thick layer of desire, he found tenderness in her actions, and in her eyes he recognized that same drive that made him want to worship her. Never in his life had Phil Coulson felt more loved and wanted than in that instant.

 

Still, he couldn’t let her keep the upper hand for much longer--he had standards to uphold. Meeting her eyes, Phil dipped forward to capture her lips in his own, quickly deepening the kiss. As he moved to cover her body once more, she let out a loud moan into his mouth, and her hand froze on his cock. This time, his erection was pressed tightly against her molten center. He bucked his hips with control, making sure to rub his manhood along her lips and prompting her to release more delicious sounds that he swallowed.

 

That was more like it.

 

His tongue explored every millimeter of her mouth while he thrust slowly against her, the damp fabric of their underwear being the only thing separating them. When her hand moved away from his swollen shaft, he knew that he was back in control. Within an instant he felt her arms snake around his shoulders, pulling him closer as he continued to claim her with his kiss. Once he felt his discipline return, he let his hands roam over the bare expanse of her stomach, conquering her skin as he went. This was something out of his wildest fantasies, and he had every intention of making it count.

 

Melinda was moving against him in time with his shallow thrusts, her tongue dueling his and making his mind spin. When they broke the kiss, he lay his forehead on hers and closed his eyes.

“God, I want you so much,” he said as he reopened his eyes and forced himself to look at her.

 

“Then _take_ me,” the challenge in her voice almost made him lose his resolve. _Almost._  

 

He let out breathy laugh before shaking his head once. “I am not done with you yet.” He dipped his head to capture her mouth again in a quick and passionate kiss. His right hand began sliding slowly down to the top of her panties--this time, however, his fingertips glided under the waistband. Her hips began bucking under him as he raised himself on his left arm and lifted his crotch to give his hand more space. Melinda opened her legs wider, ensuring his access to what he most desired.

 

The moment his index finger found her clit, she hitched a breath and closed her eyes. He circled the tight nub slowly, varying the pressure to the rhythm of her thrusts. By now she was gasping loudly, and he was starting to feel his self-control slip. But he was a man on a mission.

 

Just when her movements became more frantic, Phil moved his hand lower, his palm taking over the spot where his finger had just been. His fingertips now grazed her sleek lips, her heat almost burning him. After a particularly hard thrust of her hips, his fingers came in contact with her entrance and he felt her muscles contracting as if to suck him in. She was hot and _wet._ Applying steady pressure on her clit with the top of his palm, he began to move his fingers up and down her slit, coating them in her juices. Once he felt like he was properly lubricated, he slid his index finger in her opening. Her walls tensed around him, forcing him to close his eyes and think of something unsexy. She was impossibly _tight_ and he couldn’t help but imagine what it would feel to be buried deep within her. However, this was all about _her._

 

After a few seconds, he _slowly_ pumped his finger in and out, in and out. The velvety heat of her pussy welcomed him. By now Melinda’s head was rolled back onto the mattress, her eyes shut, and her lips parted. Her breathing was labored and she was moaning his name louder and louder. When he was satisfied that she had adjusted to his index finger, he pushed his middle finger into her. Just as before, he waited a couple of seconds before resuming his thrusting.

 

Her arms, which until then had been wrapped tightly around his shoulders, fell away to the bed, her hands tightly gripping the sheets. Everything about her suggested that she was close, so he pushed his hand deep within her and began to move in a circular motion, his two fingers separating and bending. This change in motion elicited louder moans as her hips rose and fell against his hand.

 

“Phil, please!”

 

Pressing his palm harder against her nub, Phil stilled his hand before pushing in his ring finger, filling her completely. A scream tore from her lips as he began to thrust in a out of her, bending his fingers to find that sensitive spot just inside.

 

“ _Yes!_ Oh, God, Phil, _don’t stop!_ ”  

 

He stroked her slowly but with increasing pressure, the pads of all three fingers massaging her. Her muscles began to tense, starting with her legs and moving up through her body, trapping him in place.

 

“Come for me, Melinda,” he breathed into her ear, his voice low and barely above a whisper.

 

Soon her walls were contracting around him and she screamed out, _“Phil!”_  

 

The look of pure bliss on her face as she came around his fingers was one he would never forget.

**Notes for the Chapter:**

> Thank you for reading! 
> 
> So... what did you think??? Things are getting heated and we are almost halfway to my goal of 10k of smut. If I know my writing at all, I have a feeling we'll go much past that, but it will be kind of slow. Still, I'd love to hear from you! Let me know what you think or just say hi, anything would be a great motivation to keep working on this :)


	5. Chapter 5

**Summary for the Chapter:**

> Melinda takes back control of the situation

It took Melinda a few minutes to come down from that shattering orgasm. Her heart was still beating quickly against her chest, her breathing ragged, and she felt like her skin was on fire. Phil kept his hand in place, helping her ride out that wave of pleasure and prolonging her climax more than she thought possible. As her mind cleared from the fog of sex, she started to curse herself for waiting so long to share her feelings with this talented, _talented_ man.

 

Phil’s warm, soft lips on her neck distracted her from her regrets. Soon, he was moving his weight off of her and laying next to her, his hand slowly withdrawing from her hot center. She felt his absence keenly. Before she could protest, she noticed the sexy smirk touching his features. She then watched, completely mesmerized, as he carefully brought his glistening fingers up to his lips, sucking them into his mouth one by one. Acting on pure instinct, Melinda moved closer to him, pulling him by the neck and crashing her lips into his. Her tongue explored his mouth hungrily, tasting herself. In that moment, she wanted to press herself against him; she wanted to reciprocate; to wrap her lips around his length; to feel his fingers inside her again; to feel _so much more_ than his fingers inside her.

 

She wanted everything he would give her and everything she could take.

 

Her roaming hands trailed down his chest again, their progress slowed by the fabric covering his torso. Phil was still wearing too many clothes. Attempting to remedy that unfortunate fact, Melinda grabbed fistfulls of his shirt and began to pull it up and over his stomach. He understood her intent and rolled back and out of the small bunk. Standing in front of her, he lifted the shirt over his head, throwing the offending garment behind him. At the sight of the black tendrils emanating from his scar, her eyes widened and she was overcome with pain.

 

They may have finally taken a step in the right direction, but he was still dying.

 

Phil followed her eyes down to his torso and frowned. When he brought his right hand up towards his chest, as if to cover himself, she snapped out of her thoughts. This wasn’t any easier for him and she didn’t want to spend what could be the last few moments with the love of her life wallowing in pity. Especially when there were still so many things they hadn’t done yet, so many firsts they hadn’t experienced together. She shivered as she thought of the last few minutes; of his mouth on her nipples and his fingers deep inside her. Yes, there was _much more_ she wanted to do with him--to him--and she wasn’t going to let anything keep them from what they so richly deserved.

 

Melinda crawled to the edge of the bed, stopping right in front of Phil. Rising to a kneeling position, she brought her hands up to push his hand away from his scar. His shoulders lowered in defeat, his gaze fell as if he didn’t have strength to hold hers.

 

“Phil, look at me,” Melinda said. His clear blue eyes lifted back to hers no longer glazed over in lust. “I love you and I want you. _All_ of you.” She punctuated her words by running her hands over his firm chest. “We’ll figure out a way to beat this--you know I can’t let you die.” His mouth opened as if to protest, so she placed one finger across his lips. “But now… _Now_ there’s only you and me in this room. Nothing else.” The last two words were barely above a whisper as she brought her lips to his chest, planting open-mouthed kisses on the exposed skin. Melinda began to run her hands up and down his bare back, feeling his tight muscles relax under her touch. When she was satisfied that he was no longer concerned about the scar or anything else they were facing, she pulled back and looked at him.

 

His pupils wide, he was staring hungrily at her naked breasts, his eyes roaming lower and zeroing in on the prominent wet spot on the front of her panties. Slowly and deliberately, Phil licked his lips. A shiver ran down her spine. She could already see his head between her legs, could already feel his tongue on her pussy. Closing her eyes briefly, she let out a sigh.

 

Too bad that was not what was going to happen next.

 

Never breaking eye contact, Melinda began to trail her fingertips down his chest. She briefly paid attention to his nipples, circling and pinching them, before continuing down over his stomach. His skin was responding to her touch, but he dared not move. His eyes stayed firmly locked with hers.

 

When her hands reached the waistband of his tented boxers, Melinda smiled sweetly at him. Hooking her fingers beneath the fabric, she began to pull them down gradually. His breath caught and his lips parted. Her smile widened. The seconds seemed to stretch infinitely as she exposed more and more skin, but still she held his gaze. When she saw--out of the corner of her eye--his erection spring free from its confinement, she finally looked down. What she saw almost made her knees buckle under her.

 

She had heard the rumors in the academy, and she had seen the outline of his hardness through his pants during a few of their particularly racy undercover missions. However, none of that prepared her for the sight in front of her. His cock was magnificent. Large--quite large, in fact--it was both long and thick, and now standing in attention it was impossibly hard. Her pussy throbbed, and her mouth opened slightly before she could regain control of her body.

 

She met his gaze and ran her tongue slowly over her lips; both a threat and a promise. Melinda was running this show.  

 

Flashing him a wicked smile, she bent to follow the fabric on its downward path, bringing her face close to her intended target. Once the waistband of his boxers cleared his knees, they dropped to the floor without further coaxing. Phil was gloriously naked in front of her now.

 

At eye level with his enlarged member, Melinda let out a ragged breath that made him twitch. The head of his cock, leaking precum, was so close she could almost taste him. Slowly--ever so slowly--she brought her fingertips up his thighs, ghosting his skin as she went. She couldn’t see Phil’s expression, but she heard his breath getting more and more labored and she knew he was restraining his body. The poor man didn’t know he was no longer in control.

 

Melinda brought her right hand to hover over his length and her left hand over his balls, so close that she could feel the heat radiating from him. Phil’s breath hitched and she felt him tense in anticipation. Looking up, she asked softly, “May I?”  Seemingly incapable for forming words, Phil nodded eagerly in response.

 

In an instant, he was in her hands.

 

She rubbed her right hand over his cock, enjoying the feel of the hot velvety skin under her palm. Running her thumb over his slit, she spread his precum over the tip as she squeezed his shaft firmly. Her left hand, meanwhile, had began to caress his balls lightly. He left out a long moan that filled the room. _Oh, yes._ Melinda was back in control.   

**Notes for the Chapter:**

> Thanks again to the amazing SkylandMountain1013 for being an excellent beta and for letting me run ideas by her. Poor thing can't get away from all this smut! 
> 
> Thanks for reading! Let me know what you think! One-word comments, or no-word comments are welcome! If you want to just pop by and say hi, that's also more than welcome. I love hearing from you and comments keep me writing :)


	6. Chapter 6

**Summary for the Chapter:**

> Melinda shows she can go all the way

Phil was in heaven. Melinda,  _ his Melinda,  _ was stroking him slowly, gently. She was kneeling on the bed, her head bent low over his cock, and she was wearing nothing but a pair of soaking wet panties. Her chest was flushed, her eyes as dark as liquid lust. She was watching him intently, her small hands barely containing his erection, her fingers nimbly caressing the soft skin. Phil watched her graceful movements, entranced. 

 

Perhaps in response to his own actions earlier, Melinda was taking her time pleasuring him. Phil was not one to complain; he was enjoying every tortuous caress. 

 

Her thumb brushed over his slit, spreading the drops of precum over his tip and tearing moans from his throat. One hand was sliding slowly up and down his shaft, squeezing him at seemingly random intervals. The other hand was exploring his balls, rolling them over her palm, gauging their size and weight. The sensations were exquisite. To him it seemed as if she were memorizing every last detail, just like he had done while stroking her dripping folds. Not for the first time that day, Phil felt like the luckiest man alive. 

 

Fighting to keep his eyes open, he watched as she circled his shaft with both hands, her fingers barely closing around him. Her face so close that he could feel her breath blowing gently across the tight skin. Melinda began to stroke up and down his length, twisting her hands around him and varying the pressure of her touch. His hips bucked towards her unbidden--his control was nowhere to be found. Those expert ministrations drew a large drop of precum out of him and Melinda sighed before running her tongue over her bottom lip. He twitched in her hands. 

 

Time stopped. 

 

After what seemed like an eternity, Melinda moved forward and, without hesitation, licked him clean. That was the most erotic thing Phil had ever seen. Or it was until she looked up at him, her eyes hooded and her face flushed, and licked him again. Still stroking his cock with her hands, she ran the tip of her tongue over his slit. It was all he could do to remain on his feet. His hands were rolled into tight fists by his side, his nails digging painfully into his right palm. After a few more licks he realized that he had forgotten how to breathe the moment her tongue was on him. 

 

While he struggled to retain a modicum of control, Melinda seemed to be enjoying herself. After swirling her tongue around his head and lapping the precum that had accumulated there, she licked her lips lasciviously and smiled up at him. Before he could say something--he wasn’t sure if to quip, beg, or thank her--she changed her hold on him, dipped her head lower, and ran the flat of her tongue from the base to the tip of his hardness in one  _ painfully slow lick. _ Phil’s entire body was electrified. Again, she smiled at him before repeating the action on the other side of his shaft. He had never been harder in his life. The heat of her tongue was burning him, and he was beginning to ache for release. 

 

Melinda, however, seemed to have other plans. He was drowning in a pleasure that was at once too intense and not intense enough to push him over the edge. She was toying with him. 

 

And Phil was all too happy to be her toy. 

 

“Mmmmm” she purred at him. “You feel so good.” Melinda punctuated her words with chase kisses on his tip before engulfing his head in her hot mouth. 

 

Now  _ that  _ was the hottest sight he had ever seen. 

 

As she sucked lightly at him, her hands began to move up and down his length once again, making him cry out in pleasure. 

 

“Oh, god!” He closed his eyes and big his lower lip hard enough to draw blood. “Fuck, Melinda!” 

 

She hummed in response, the vibrations making his hips thrust forward. He extended his left hand toward the wall to keep himself upright during her ministrations. His right hand found its way to the back of her head, fingers tangling in her soft locks. Melinda closed her eyes briefly and moaned into his cock as he caressed her. He was not applying any pressure or directing her movements; no, she was in full control over the situation. 

 

Phil was just along for the ride. 

 

Her tongue swirled around the tip as she sucked him. Ever patient and dedicated, she kept her ministrations short of climactic. Before he could get too accustomed to this new method of torture, she began to take in more of his length in her mouth. Her hands continued to stroke him, massaging and twisting in time with the bobbing of her head. She pressed the flat of her tongue against the underside of his cock, applying delicious pressure. As she inched down slowly, Phil felt his pleasure mounting. It was mesmerizing to watch his member disappear between her lips, even more so when her eyes were turned up towards him, mischief written all over her face. Soon, he was at her throat. Pulling almost all the way back, she stopped for a second before diving down again, pushing his head past that barrier. No one had ever taken so much of him before. Her throat was impossibly tight, a vise that made him think of her walls squeezing his fingers earlier. She held him in her mouth for a heartbeat before pulling out to breathe. 

 

He felt his balls begin to tighten, a clear sign that he wouldn’t last much longer. As if reading his mind, one of Melinda’s hands went down to lightly squeeze him and roll him over her palm just as her mouth descended on his length again. And again and again and again. Each time she took even more of him down her throat. The pressure was exquisite. His right hand continued to pet her hair affectionately, but his left was gripping the wall so tightly that he felt the metal begin to bend under the strength of his robotic limb. 

 

“Me--Melinda…?” Phil choked out, his voice failing him. He wanted to warn her, to let her know that he wouldn’t last much more inside her warm and inviting mouth. 

 

Her only response was a long groan that reverberated around his member, sending ripples of pleasure to every fiber of his being. She lowered herself all the way to the base and sucked as her hands caressed his balls. That was what tipped him over the edge of a precipice so high that he felt like he would never come down again. His vision blurred and he thought his knees had liquified. He tried to pull himself back from her mouth as he climaxed, but Melinda held him in place until he was done riding out his orgasm. 

 

By the end of it, she had swallowed every drop.

 

In that moment, Phil was more determined than ever. As soon as he regained the ability to move, he was taking back control. 

**Notes for the Chapter:**

> Thanks to Skylandmountain1013 and CJS_Deppendent for letting me talk through some fine points of story telling cough*smut*cough. 
> 
> And thank you for reading! If you enjoyed this or just want to say hi, please leave a comment! I love hearing from you and these keep me motivated to write. Who knows, I may get motivated to write another chapter this long weekend ;)


	7. Chapter 7

**Summary for the Chapter:**

> Phil takes back control and shows Melinda his appreciation

**Notes for the Chapter:**

> Thanks to the fantastic @ata2d69 for her incredible help with this chapter! I wouldn't have done it without your advice and your review K!

“Mmmmmmm,” she purred as she straightened herself on the bed, rising on her knees. Maintaining eye contact, she slowly ran her tongue over her lips and smiled. Phil was a picture of bliss: his eyes were hooded, his body was flushed and covered in a light sheen of sweat, and his breaths came out ragged and fast. She had never seen anything sexier. A rush of desire surged within her and she was soon pulsing with need. The knowledge that _she_ had made him fall apart was intoxicating.

 

The look on his face as he came down her throat was one she would never forget. It was burned into her memory and just thinking about it made her walls clench. She wanted to see it again and again.

 

“ _Fuck_ , that was… you were… I…” Phil was adorable when he was flustered. “Melinda, you are amazing,” He finally croaked out. His right hand was still resting on the back of her head, his fingers petting her gently. Noticing the dent that he had made on the wall made her smile widen. He had been completely out of control. And yet, he never imposed himself on her, never demanded anything, never tried to direct her movements. He was finally letting her take care of him.

 

Melinda had finally gotten a taste of him and she wanted _more._

 

Phil gave her a smoldering look before moving down to kiss her, his tongue reaching deep within her. Knowing that he could taste himself on her made her moan into his mouth. Never breaking the kiss, he pushed her gently onto the mattress, his naked chest covering hers. She felt him grab something on the bed and fling it to the ground, but with her eyes closed she didn’t immediately know what it was. She was now laying back, her knees bent and her legs splayed on either side of her her torso--her throbbing pussy open and aching for his touch.

 

In moments like this, her flexibility came in handy.

 

Just when she thought she’d drown in his kiss, Phil broke away and began to trail wet kisses down her neck, sucking the sensitive skin into his mouth as he went. His hot skin was burning hers wherever they touched. He continued his assault on her senses by licking a path down to her right breast, his hands roaming hungrily over her almost naked body. Once again he began to worship her breasts, lightly nipping and laving at one peak while he kneaded the flesh of the other. But he didn’t stay there long--soon he was kissing down her stomach, his chest sliding down and rubbing deliciously over her panty-covered center. She wanted him so badly, but she knew she’d have to wait to have him inside her. Still, a shiver ran down her spine as she thought about what he was doing. Or rather, where he was _going._

 

Kissing and licking his way down her stomach,  Phil finally stopped at the waistband of her soaked panties. He raised his head and met her gaze before smiling. That’s when she realized he was back in control.

 

Not that she cared; not when his soft lips were so close to where she wanted him most.

 

Letting out a long breath, Phil kneeled on the floor in between her legs and moved forward until his face was pressed against the damp fabric of her panties. She growled and her head fell back in anticipation. Inhaling deeply, he began to rub his nose and lips on her swollen pussy, tearing moans and curses from her.

 

“Mmmmmmm, fuck! Phil…” Her voice was so low that she almost didn’t recognize her own cries. As if on cue, Phil moaned into her core, the vibrations causing her to open her legs wider for him.

 

When she felt him mouthing at her, she nearly came. His lips and tongue felt divine, even as the fabric of her panties kept her from feeling him directly on her. It didn’t take him long to find her clit and suck it into his mouth, making her scream. She was so, so close to falling apart. Taking his cock in her mouth had left her wet and ready for him, and with his delicious ministrations she knew she wouldn’t last. He felt too good.

 

Just as she thought he’d be pushing her off the edge, he moved back and away from her. She whined at the loss of contact and raised her head to see what he was doing. Phil grabbed her thighs and began to draw her towards him. He pulled her legs from under her, massaging her muscles as he set them down gently against the side of the bunk. She was still spread open in front of him, but this was much more comfortable. He adjusted something underneath him and Melinda realized that he had thrown the pillow on the floor and was kneeling over it. Smart, smart man.

 

Pushing her knees open, he dove into her, his face grinding against her core once more. Her hips lifted on their own accord, pressing him closer. He was soon mouthing at her, drawing the wet fabric into his mouth and driving her crazy. She writhed on the bed, her hands clutching the sheets tightly, her eyes shut. And that’s when Phil stopped moving. Letting out a frustrated groan, Melinda raised her head to see what he was doing. The sight that greeted her made her walls contract. His eyes were dark, his face was glistening from her slick, and he was holding the waistband of her panties between his teeth. She knew right then and there that she’d be touching herself to that image for years to come.

 

Right now, however, he was the one doing the touching. Once he made sure she was watching, he slid his hands under her ass and lifted her hips off the mattress while he eased her panties down with his teeth. He bared her pussy slowly, rubbing his nose on her skin as he went. He stopped briefly when her swollen clit came into view, and took a second to circle the tight little nub with his nose a couple of times before continuing down his path. Melinda’s mouth had gone dry and her eyes were glued to the scene unfolding between her legs.

 

This man was going to be the death of her.

 

He used his hands to help him slide her panties down, but his teeth still firmly held the fabric of them. As he pulled the panties down her knees, his head disappeared from view. A second later, her panties fell to the floor and she felt his mouth on her right calf as he kissed his way _slowly_ up her leg.

 

Melinda had never felt anticipation so keenly before. She _wanted_ him right then, but this sweet torture was better than her wildest fantasies--she had had some _very wild_ fantasies involving him over the years. As his lips moved higher and higher, she stopped breathing. After what felt like an eternity, Phil reached her knees and pulled back slightly to drape her legs over his strong shoulders, bringing his head closer to her core and making her gasp. Instinctively, she wrapped her calves around his head, her heels digging into his back. In one swift move, Phil lifted her ass, bringing her to the edge of the bed and pulling her pussy against his waiting mouth.

   

Yes, this man was going to be the death of her.

**Notes for the Chapter:**

> Thank you so much for reading! I had planned for him to have actually done the deed by now, but this is getting away from me. It's going so slow, but I hope you are enjoying this as much as they are! It definitely looks like we'll break 10k of smut. 
> 
> Let me know what you thought! Or just say hi! Or yell at me to get on with it! Whatever you want! I love reading your comments and they keep me writing.


	8. Chapter 8

**Summary for the Chapter:**

> Phil could do this all day

**Notes for the Chapter:**

> Thanks to ata2d1969 for being an amazing beta for this story! And to the ever encouraging and excellent skylandmountain1013 for running through ideas with me. CJS_Deppendent also earns a mention for providing support while I was writing this :)

Phil’s mouth watered. He was determined to bring Melinda all the pleasure she deserved, and he knew exactly how. There was nothing he wanted more than watch her fall apart from his touch.  _ Again.   _

 

He moaned and closed his eyes as his mouth made contact with her glistening lips. Phil had spent years wanting to do just this. Taste her,  _ pleasure _ her. And now, Melinda May was served up to him in a silver platter--and she was divine. 

 

It was almost too much for him. But this was about  _ her.  _

 

Using the flat of his tongue, Phil licked the entire length of her slit, marveling at how wet she was. And delicious. When his tongue reached her clit, he pressed down briefly before breaking contact and raising his head to look at her. Her long, strangled moan and the look of pure ecstasy on her face sent jolts straight to his still-recovering cock. He could do this all day if she’d let him--and how he hoped she’d let him! 

 

As soon as his tongue left her hot skin, Melinda whimpered. One of her hands went to rest on the back of his head while the other stayed on the mattress, bunching the sheets in a tight grip. She held his gaze with a smoldering look before pushing his head gently down, and now it was Phil’s turn to moan. Seeing her so out of control, so  _ open, _ made his heart flutter. She wanted him as much as he wanted her, that much was clear. 

 

He briefly thought about teasing her some more, but her shaking hand over his head betrayed her desperation and need for release. Phil got to work. His tongue found her once more and he licked up her center slowly, savoring the feel of her skin. His hands were busy holding her to him, so he pushed his nose between her lips to open her up. Throaty moans punctuated his actions; his own reverberating in his chest, and hers muffled by the tight grip of her thighs around his ears. He moved up until his nose was rubbing lightly on her clit while his tongue dove into her entrance. 

 

He pumped his tongue deeper into her, feeling her walls pulling him inside, begging to be filled. Melinda began to thrust her hips towards his hungry mouth, just as her fingernails scratched his scalp lightly. Pulling out of her, Phil began to suck and lightly nip at her lips, savoring the feel and taste of her pussy. Soon her other hand was also on his head, pushing and caressing him. He dragged his lips, slick from her arousal, over her own, capturing and releasing the sensitive skin as if he were kissing her mouth. His tongue darted out periodically, laving and soothing her. 

 

He was determined to explore and taste every last bit of her and the sounds coming from her mouth were fueling his plans. 

 

After he felt like he had paid proper attention to her lips, he switched his attention to her throbbing clit. Phil started by planting chaste kisses over it and enjoying the moans that each kiss tore from Melinda. Then he used the tip of his tongue to lick a path around the hood, drawing a long hiss from her. Frustrated by his torturous ministrations, Melinda pushed his head down with both hands, and he took that as an invitation to engulf the tight little nub in his mouth and  _ suck.  _ Melinda screamed and ran her nails over his scalp. 

 

He was loving every second of pleasuring her.  

 

With his lips still firmly sealed around her clit, Phil flicked the tip of his tongue over it, prompting her hips to buck against him. Her desperation was mounting. Remembering how she had toyed with him as she knelt in front of his hard cock, he decided to continue his slow pace. In his experience, the longer he drew out his actions, the better the climax, and he was determined to give her a night she wouldn’t forget. 

 

After sucking her clit a few more times, Phil released it and kissed his way down to her lips once more. Again he used his nose to help him lick up to her entrance, pushing his tongue as deep as it would go. Letting out a frustrated moan, Melinda began to caress his head with both hands. He started to thrust slowly into her, moaning into her skin. Soon, she was rolling her hips in turn with his movements. Switching his grip on her, Phil set her closer to the edge of the bed and wrapped both arms around her thighs to hold her open to him. His palms on her inner thighs helped him slow her movements and keep her begging for more. 

 

“Phil, please, Phil!” His name left her lips like a mantra.  

 

She was completely under his control.

 

His tongue was not long enough to give her much friction or reach any pleasure points inside her, so he concentrated on moaning and sending vibrations into her core as his nose pressed on her clit. He lost track of time as he devoured her. Worshiping her became his new favorite activity.  

 

At some point after that, he felt her tense--a tell-tale sign that she was getting close. He pulled back from her dripping sex and saw a woman who was absolutely wrecked. Her skin was flushed and covered in thin layer of sweat, her eyes were screwed shut and and her chest heaved with every heavy breath. She was still lightly holding his head with both hands, and he could see the muscles of her arms straining to avoid grinding him against her hot center. His cock twitched.

 

“God, you are perfect,” he purred. 

 

Before she could complain about the loss of contact, Phil dove back down, this time going straight for her clit. He wrapped his lips around the nub, sucking it into his mouth. As Melinda began to buck and writhe under him, he clicked his tongue over the sensitive bundle again and again. Her moans were getting louder, crossing over into screams, as he continued his relentless assault. Within seconds, he felt the muscles of her legs begin to tighten under his palms, and he knew she wouldn’t last much longer. Releasing a deep moan directly into her clit as he sucked and licked her, Phil pushed her over the edge. 

 

Her sweet pussy began to contract and pulse as her climax shook her. She thrashed under him, moaning his name over and over again. 

 

Phil stayed put, running the flat of his tongue softly over the length of her slit, lapping her juices and bringing her slowly down from her high. 

 

Yes, he could do this all day. 

**Notes for the Chapter:**

> Thank you so much for reading! This was hard to write from Phil's perspective, so I really want to know what you think. Should I do a little more of this from her perspective? I wanted to write about her feelings as he's worshiping her, but I am not sure. Let me know what you think! 
> 
> Also, we are at almost 10k of smut! WOOOO! Thanks for your amazing support.


	9. Chapter 9

**Summary for the Chapter:**

> Things move [up and] forward a little

**Notes for the Chapter:**

> Thanks to the amazing ata2d1969 for her excellent editing skills! And thanks to wonderful skylandmountain1013 for being a sounding board and overall cheerleader for my writing. Love ya, collective self!

That man had a goddamned _gift._

 

Melinda’s muscles were completely spent and she struggled to focus her eyes. Her chest heaved deeply with each breath, her skin was covered in sweat, and she felt like she could use a drink. They had been together for only a few hours--if they counted the time they spent sleeping in each other’s arms--but Phil had already given her two of the best orgasms of her life.

 

Damn.

 

Her legs and arms lay limp on the mattress, no longer pushing him into her, but Phil was still kneeling in front of her, his tongue deep at work. He was slowly lapping at her, soothing her with deliberate licks that helped her come down from her high. His tongue stayed away from her sensitive clit, paying more attention to her lips and cleaning up her juices. Melinda raised her head and saw him planting loving kisses along her thighs. With her legs splayed on the mattress, her pussy was completely open to him, and he seemed to be enjoying that access. His hair was disheveled, his face was covered in her cum, and his eyes were closed as if in prayer. He was a sight to behold.

 

Sighing deeply, Melinda allowed herself to lay back and appreciate his attentions. He was careful to avoid any areas that may be overstimulated, instead focusing on soothing her by peppering kisses and licks over her thighs and center. His hands, still draped over her thighs, were massaging and caressing her tired muscles. Everything about him showed his devotion to her. She had never felt so loved and cherished.

 

Melinda hadn’t been the biggest fan of cunnilingus before, mainly because she found that most men were sloppy and artless. They wanted to get it over with and just did it as a prelude to sex. An item to check off on a list. Her own impatience didn’t help matters. But Phil had shown her what she had been missing all her life.

 

Not that this revelation should be surprising, Melinda had known about Phil’s talented mouth for decades. Every female SHIELD agent did. Early in their career, he had a brief fling with a fellow agent who had spared the Triskelion locker room no detail in recounting their sexual encounters. He became the bar against which every male mouth was measured--and they had all come short of him. His attention to detail was _legendary._

 

There were other aspects of that story that made her shudder in anticipation; he wasn’t all tongue and fingers after all. And after having his cock down her throat, she knew exactly what awaited her. If the stories were true--and after experiencing his talented mouth, she was inclined to believe they were--she was in for a real treat. She couldn’t wait.

 

“Mmmmmmm, delicious,” he moaned into her lips, sending a shiver up her spine and making her walls contract. His voice _did things_ to her. Especially when he was kneeling naked in front of her.

 

Soon he was planting open-mouthed kisses over her mound and extracting his arms from under her legs to run his hands up and down her thighs. His lips began to mark a trail up her body, taking the time to kiss each of her hip bones as he went. He slowly rose from his knees to reach her navel, nipping at it and licking it a few times before continuing on his path. The sensations were overwhelming. She felt him everywhere: she could still taste his cock in her mouth; her pussy was wet from his saliva and her arousal; his lips were sensually exploring her belly; and his hands were roaming freely, stopping just short of her breasts before going back down to her thighs.

 

He continued to explore her body, his gentle caresses lighting her fire anew. She didn’t know exactly when, but at some point in the last handful of minutes his touch went from soothing her in the afterglow of her orgasm to making her crave more. Suddenly the light pressure of his fingers running over her nipples wasn’t enough. His feather-light kisses, his lips barely grazing her skin, were sending shivers down her spine and straight to her core. When she felt his breath ghosting her right breast, she closed her eyes in anticipation. When a second or two had passed and his mouth never made contact with her breast, Melinda raised her head and looked at her sweet tormentor.

 

Phil was now mostly off the ground, his forearms holding him above her and he was staring at her naked form as if in a trance. His own body looked enticing, his arm muscles nicely flexed in this position, his cock already half hard again. The man was _beautiful._ A contented sigh escaped her. He met her gaze and all she saw in his eyes was love. Pure and unconditional.

 

“You are the most stunning woman I have ever seen,” he said, his voice low and almost breathless. Normally, she would have rolled her eyes at such a cliche expression, but as she stared into Phil’s eyes, she could see that he meant _every word._

 

Before she could respond, he smiled and dipped down to capture her hardened nipple between his lips. Her words caught in her throat and turned into a low moan. She wanted him, _right then,_ no more distractions. Her body was begging for him, but he was in complete control of the situation and he was taking his time. She had to take back the reins and regain control.

 

Melinda grabbed his head with both hands and began pulling him up. It took a few pulls to get him to abandon her breast, but he still managed to plant a few more kisses over her chest and collarbone as he went. When his head was over hers, she brought him down for a deep and sensuous kiss. His body settled between her open legs, his cock coming to rest over her pussy, making them both moan. The heat from his shaft was exquisite and she could taste herself in his mouth--she wondered if he could taste himself in hers. His tongue was insistent as he explored her, his hips thrusting and dragging his rod up and down her slit. Soon he was completely hard against her lips.   

 

She wanted him more than anything she had ever wanted, and today, Phil Coulson was hers to take.

**Notes for the Chapter:**

> Thank you so much for reading! It means the world that you are still here after all this torture. WE BROKE 10K OF SMUT Y'ALL!!! What's been your favorite so far? What are you waiting for the most? if you are enjoying, leave me a word or two, I love hearing from you! Feel free to reach out to me on tumblr if that's better for you (@plechka)


	10. Chapter 10

**Summary for the Chapter:**

> FINALLY.

**Notes for the Chapter:**

> Thanks to the fantastic ata2d1969 for being an amazing beta and for bouncing all sorts of ideas with me in order to make this chapter happen. You should blame her for how bad it is :D

Phil was in heaven. The heat of Melinda’s pussy was cradling the underside of his cock, stoking his passion more than he thought possible. As he lay pressed over her, his bucking hips sliding his rod along her wet folds, he thanked all the deities known (and unknown) for his luck. Their tongues were dueling, battling for control. The musky taste in her mouth made him think of the sight of Melinda on her knees, taking all of him down her throat. His cock twitched at the memory that would be permanently etched into his eyelids. By now it was clear than _anything_ involving Melinda was going to be unforgettable.

 

In fact, everything that had happened since he woke up in her arms earlier had been better than his wildest fantasies. He wouldn’t change a thing.

 

He was shaken out of his reveries by Melinda’s legs wrapping around the back of his thighs and her arms pushing his torso up, breaking their kiss abruptly. It took him a second to realize what was happening, but soon he found himself being slammed against the thin mattress of the bunk, Melinda straddling his midsection. They were still laying across the bed, his legs now dangling from the edge of the bunk and touching the ground.

 

“I want you, Phil.” Her voice was low, her eyes predatory.

 

He had been enjoying the heat between their bodies, the slow press of his cock along her slick lips as they kissed; and he had been in no hurry to cross that final line. No, Phil had been truly delighted to see her raw need as he worshiped her--her impatience fueling his self-control. He wanted her to lose all her composure, to give herself entirely to her pleasure. And to be the object of her lust was something Phil treasured above all else.

 

Melinda seemed to have other ideas about the timeline of their activities, although she didn’t need to twist his arm to get him to follow along. The fact that she had _physically_ _overpowered_ him to take back control made him think his plan had worked. He knew she had to be far gone to have done that.

 

“What do you want?” he rasped. His hands slid purposefully over her exposed skin to caress her breasts.

 

A wolfish smile spread over her face. “I want you,” she said, her hands gliding up and down his chest, warming his skin. After a brief pause, she continued, “inside me.”

 

Despite every _action_ they had done up until that point, those _words_ nearly undid him. The evil grin on her face suggested that she was very aware of what her dirty talk was doing to him. Phil was not one to fight a losing battle, but when it came to a naked skirmish with Melinda, he was more than willing to lose that battle to win the war.  

 

Planting his feet on the floor, Phil raised them both higher on the bed until his back came to rest against the cool metal wall with Melinda now comfortably perched directly above his erection. He gave an upward thrust that pressed him into her core once again and both moaned at the contact. She took the reins that he had so graciously handed her. In a split second she was descending upon his mouth, her hands bracing on the wall as she raised her hips away from his.  She pulled back from the kiss and looked at him, a question in her eyes.

 

He nodded and reached underneath her to hold his cock in his right hand and align himself with her entrance. He briefly rubbed the wet tip over her clit, causing her to close her eyes and release a low moan. By the time he had his cock positioned, she had opened her eyes and was looking into his, trying to detect any hesitation from him.

 

There was none to be found.

 

In an instant she was sliding down, taking all of him in one swift movement. In a heartbeat he was nestled deep inside her, her pussy holding him tightly, trapping him in its velvety heat. That was it. They had crossed that final boundary-- _demolished_ that boundary--and he would never be the same.

 

Melinda didn’t move again for a few seconds, her eyes were closed as she adjusted to his girth. She felt impossibly tight, her walls fluttering around him while she waited. He sat still, savoring the sensations that were threatening to overwhelm him. Soon, her folds squeezed him as her eyes opened and she began to move. Raising her hips, she slid halfway up before slamming down, impaling herself again. Her ragged moans joined his own as she began to ride him. Her knees propelled her up, her hips undulating above him before she sank back down, engulfing him fully again. Her breasts were bouncing hypnotically in front of him as she pleasured herself on him. His left hand was gently resting on her hip, while his right slid up the taut skin of her stomach and took hold of one of her breasts, kneading the flesh and pinching her nipple. Her arms were still braced on the wall, hands on either side of his head. He was completely at her mercy and he loved every second of it.

 

Her pace quickened steadily as she fucked him, taking him as deep as he could go with every downward thrust. Phil was mesmerized with her movements, her muscles taut and defined as she built up her rhythm. Everything about her was perfect.

 

As her moans got louder and her pace more insistent, he knew she was getting close. His own pleasure had been mounting, but since his last orgasm had been so recent, he was at a safe distance from his next climax. Phil couldn’t decide what he liked the most: the wet heat of her folds or the decadent sight of Melinda wantonly bouncing on his cock--both were incredibly stimulating.

 

When he felt her walls contracting more and more around his member, he knew that she was reaching the point of no return. Her hips started rising higher as she slammed herself down on him, leaning forward to change the angle of penetration. These rougher thrusts were pushing him against the wall, his head banging on the hard surface, but he couldn’t find it in himself to care. Melinda had been looking at him as she rode him, her gaze glazed over in lust. Her eyes were reaching deep within him, moving him beyond words.  

 

Clinging to that feeling, Phil moved his right hand from her breast to her left arm, bringing it down from the wall and entwining his fingers with hers. Melinda looked at their joined hands briefly before shutting her eyes as her bucking became more frantic. He squeezed her hand when he felt her tense above him as she released a scream that echoed in the room. Her pussy clamped down on him, holding him in vise-like grip that tested his determination to last longer. She rode out her orgasm by continuing to bounce on his stiff member, this time much slower than before. Phil brought her hand to his lips and planted a soft kiss on the glistening skin.

 

“Phil…” she said before collapsing onto his chest. He released her hand and wrapped both arms around her as he whispered loving words into her ear. His hands roamed over her naked back, soothing her.

 

When he settled on what his next move would be, his hard cock--still lodged within her--twitched in anticipation.

 

He was not done with her yet.

**Notes for the Chapter:**

> THANK YOU for reading! I can't believe we are at nearly 12k of smut and still going strong (just like Phil!). If you enjoyed this, drop me a word or too, or an incoherent scream if that's more your style. I love hearing from you and your feedback keeps me going!


	11. Chapter 11

**Summary for the Chapter:**

> M O R E....

**Notes for the Chapter:**

> Thanks to the wonderful ata2d1969 for her thorough review of this chapter and her help with... important plot points **cough**sexy ideas**cough**

Melinda's head was buried in Phil’s neck, his pulse soothing her as she calmed her own wildly beating heart. He was alive and he was _hers;_ his hard cock, still very much inside her, served as proof. Some primal instinct moved her to do something she had never done before: she sank her teeth into his neck, sucking the soft skin into her mouth to mark him. He moaned under her, his hips rising and pushing his member deeper into her. She moved to the the next patch of skin and then the next, leaving a trail of bruises on his neck that claimed him as hers.

 

Still moaning, Phil began to thrust upward, slowly burying his cock inside her, as his hands grabbed her ass and lifted her in time with his movements. She continued to kiss and bite his neck as he fucked her gently.

 

“Mmmmmm,” Phil’s voice was deep and she could feel the vibration of his neck under her lips. “I want to fuck you hard, Melinda. Would you like that?” Her walls contracted as he purred the question into her ear. His voice, such a sweet velvety sound, nearly made her come again. She had always found his voice sexy and it featured prominently in her fantasies. When she didn’t answer, he lifted her up and off his cock, her pussy suddenly feeling cold and empty. A whine escaped her lips.

 

“Y-yes,” her voice betrayed her annoyance and desperation, his slow fucking had awakened her body again and his dirty talk had sent shivers down her spine. Well, two could play that game. “Fuck me as hard as you can, Phil,” she said in a low voice and her eyes bored into his.  

 

There was a spark in his eyes right before he pushed her onto the bed, making her back bounce off the mattress. She nearly yelped in surprise. Her head landed where her pillow used to be--before he threw it on the ground and ate her pussy with abandon. Within a second he was on her, his body blanketing hers and his lips finding her neck. It was his turn to suck little bruises into her skin. He marked her like she had marked him. She bucked her hips, seeking contact with his cock. When she felt him--hard, hot and still wet with her juices--she keened.

 

“Phil!” her voice delivered a threat, a warning and a plea with that single syllable.   

 

He raised himself on his elbows to look at her and she immediately missed the heat of his body over hers.

 

Melinda was always on top. That was her _thing._ She was in control and no one could overpower her. It was one of the ways her training and profession had left a mark on her conscious and subconscious choices. Everyone was a potential enemy, someone who could try to hurt her. But Phil was different. She realized then just how comfortable she was with his weight over her, the way her skin reacted to him pressed flush against her. How much she trusted and _wanted_ him. All of this was both surprising and obvious to her. _Of course everything with Phil was different._

 

He continued to scrutinize her, his eyes scanned every inch of her face as if memorizing it. When his gaze rested on her eyes, she knew he was looking for any signs of discomfort or hesitation. She wanted to roll her eyes at him, but instead, she raised her hips again and rubbed herself against him. Phil closed his eyes and when he opened them again, his wide pupils reflected back pure liquid lust. Supporting his weight on his left arm, he slid his right down his body until he took himself in hand. She looked down and saw his beautiful shaft, glistening in the low light of the room, as he moved closer to her entrance. He took a second to rub himself against her folds, the heat of his tip irresistible. A moan escaped her lips.

 

She raised her gaze and saw that his eyes were trained on her, with only a hint of the baby blue irises visible. Then, in one swift motion, he buried himself in her and the large head of his cock bottomed out against her cervix. Melinda had been ready for him, but his size still managed to shock her. She screamed his name. He braced himself with both arms on either side of her shoulders and he began to pump into her, his movements forceful and deliberate. He’d pull back until only the tip remained inside her and then, with a quick snap of his hips, he’d sink all the way in. The strength of his strokes was pushing her up the bed. If they had been in a regular bed, she knew the headboard would be banging loudly against the wall. Instead, in this built-in bunk, the only sounds that filled the room were her screams and the obscene slapping sounds emanating from where their bodies met.

 

This was exactly what she craved.

 

Melinda wrapped her legs around his hips and ran her hands up his flexed arms before snaking them around his strong shoulders. This changed the angle slightly but it did not interfere with his steady pace. She closed her eyes and felt her climax building inside her. By now she had lost count of her orgasms, something that had never happened before. She imagined that given more time, he’d continue to coax them from her until her body was completely worn out.

 

After a few minutes of this, she felt him raise his chest away from her and detangle her limbs from his body. He stopped fucking her. Her eyes snapped open and she saw a Phil who looked completely debauched; his body covered in sweat, his face flushed and his hair in disarray. The bruises on his neck marked him as hers. Scratch marks covered his shoulders and she imagined his back was laced with angry red trails. She hadn’t even been aware that she had scratched him, but she recognized her handy work.

 

Before she could ask why he was stopping, he pushed her legs up until her ankles were resting on his shoulders. Phil folded her body in half, with her legs pressed to her chest and then he pushed as far as her flexible limbs would go until he was flush against her. He pressed forward and began thrusting into her again. The change of angle was _incredible._ His cock hit her g-spot with every stroke and her clit received direct pressure as he fucked her.  _Hard_ _._  She had never allowed herself to be put in such a vulnerable position before, but she was enjoying being so completely open to him.

 

He picked up his pace, his thrusts became shallower and faster. “Fuck, Melinda,” he grunted between strokes, “you feel _so good.”_ She knew he was getting close, but she also felt her own orgasm building.

 

Within seconds she was careening off the edge again, her pussy spasmed around his cock. She closed her eyes and felt almost weightless. Phil moaned as he continued to hammer into her, this time more erratically. Then she felt his cock swell as his own orgasm overtook him. Her walls continued to squeeze him, milking him for all that he had. Their climaxes were perfectly synched; each time her walls contracted, his cock would twitch and release more of his cum, which in turn made her walls clamp down again. She didn’t know how long they spent laying on the bed, breathing heavily, and coming down from their high. It felt both like an instant and an eternity.

 

All she knew was that she didn’t want to let him go. Ever.

**Notes for the Chapter:**

> Thank you so much for reading! I am sorry for the long wait. I had family visiting all last week and this was the only time I could dedicate to writing this chapter. We are almost done with this story. Last chapter coming next week! 
> 
> If you enjoyed, please drop me a word! I LOVE (l o v e) hearing from you!


	12. Chapter 12

**Summary for the Chapter:**

> It's a date.

**Notes for the Chapter:**

> Thanks to ata2d1969 for being an amazing beta for this chapter! And to skylandmountain1013 for helping throughout this fic (with editing and story ideas) and encouraging me to write it in the first place.

A few seconds after they both came, he leaned back and helped her drop her legs to either side of him on the mattress. Before he could pull away, she wrapped her arms around his torso and brought him down over her. Soon, they were sharing languid kisses and sweet caresses--his spent cock still inside her. They lay there for a few minutes until his member softened and slipped out of her.

 

Raising himself on his elbows, Phil looked at her. Melinda was gorgeous. He smiled brightly as he realized that _he_ was responsible for that glow in her face, that contented expression, that light blush on her perfect skin. Post-coital bliss definitely suited her. The smile that bloomed over her features took his breath away. Genuine happiness was reflected in her features.

 

Phil had known that his death would be difficult for her, even if he pushed her away. But now he realized just how crushed she’d be. He was her last chance at a happy life, just like she was his. Neither could withstand losing the other after everything they had already lost. He knew with certainty that the heartbreak of his death would be her last--she would wall herself off completely after that, pushing everyone away.

 

Pushing those thoughts away before they could show on his features, he got up from the bed. He grabbed his boxers from the floor, using the soft cotton fabric to gently wipe their combined fluids from her legs and core, mindful of her sensitive areas. He then used the damp fabric to clean himself as best as he could before tossing the garment on the floor again. Melinda had watched him intently as he cleaned up the evidence of their coupling and now she was beckoning to him with outstretched arms, just like she had done the night before. Phil slipped into her arms easily, filling his lungs with the smell of her warm skin.

 

“I could get used to this,” he said as he nuzzled her breast, trying to keep his scruff from her soft skin.

 

“Then _fight_ , so we can do this again, and again, and again,” her voice trembled and he knew she was choking back tears.

 

He hadn’t needed a reason to live. That wasn’t why he was being so careless. But Melinda gave him one anyway; he couldn’t leave her. He couldn’t stand to break her heart like this, not after she had given herself to him so completely.

 

“I will. I promise.” Her arms tightened around him and he felt her chest fall as she exhaled a long, ragged breath.

 

They stayed that way for a few more minutes--neither wanted to break the spell. Stepping out of her bunk would bring reality crashing down on them. Both of them knew that the moment they were back in the outside world, they’d have to go on fighting and saving the world, pushing any thoughts about what just happened to the back of their minds. A beautiful memory. So for now, they were taking their time, enjoying their closeness. No walls left, no more lies, no more omissions. They were wholly open and vulnerable, sharing everything they felt and thought for the first time in their three decades as friends. And of course, they had broken down every physical barrier in their relationship as well--their naked bodies, flush against each other, presented solid proof of their new intimacy.

 

Eventually, Phil began to move away. Melinda smiled at him, but he could still see the redness under her eyes and the dampness on her cheeks. He helped her up and they both began to dress in silence.

 

He left his soaked underwear on the floor as he carefully put on his pants. Melinda walked toward him and palmed his member through his jeans, “Easy access. I like it.”

 

Phil pulled her into his arms and kissed her deeply, his tongue insistently exploring her mouth. She was only wearing jeans and a bra, and the contact with her skin sent shivers down his spine. She moaned into his mouth. When they broke apart, she asked, “And that?”

 

“Just because I can,” he said before dipping down and kissing her again. He couldn’t get enough of her.  

 

Melinda ran her hands up and down his bare chest while they kissed and Phil felt like he could spend the rest of his life doing just this.  

 

“I love you, Melinda,” he purred into her ear after they came up for air. It had been so hard to say those words before, but now that she knew, he couldn’t keep himself from saying them as much as possible.

 

“I love you too,” she said it with a shy smile this time and his heart soared. He finally understood that this was true, but it still made his head spin. Melinda May loved him. _Him!_

 

They put on the rest of their clothes and straightened her room. He then picked up his underwear from the floor--now the only evidence of their lovemaking--and stuffed it in his jacket pocket.

 

“Uh, I guess we should go back out there,” Melinda said, uncertainty tinging her words.

 

Phil grabbed her hand and brought it to his lips. “Yes, we probably should.” He stepped close to her and kissed her lips softly. “Do you…?” He closed his eyes and took a deep breath, “Do you want to have dinner with me tonight? I mean, if the world is still here.”

 

He was still a little nervous about the newness of their relationship. He didn’t know quite how to proceed. On the one hand, they knew each other better than anyone, but on the other, this was a completely new phase in their relationship.

 

“I’d love to.” She punctuated her words with a soft kiss and a sweet smile.

 

“It’s a date.” _Finally._  

 

Phil now had something very important to live for: he wanted to cook for her that evening, worship every inch of her body that night, and wake up next to her the next morning and every morning after that. He wanted _everything_ as long as it was with Melinda. He’d figure out how to live without compromising the future of mankind, but he had to do it _for her._ She deserved happiness more than anyone else in this world and he was determined to make her happy.   

 

His eyes were drawn to the the trail of red marks on the side of her neck. _His_ marks. He ran his hand over the bruised skin, caressing her as he thought of the same marks that must be dotting his own neck. The team would know instantly that their relationship had changed but he couldn’t find it in him to care. Melinda didn’t seem to care either; she looked pleased as she examined the bruises on his skin.

 

His right hand slid from her neck, down her arm until it reached her hand. They walked out of the room hand in hand, ready to face the future. _Together._

**Notes for the Chapter:**

> Thank you so much for reading and supporting me! I have enjoyed reading your comments and I would love to know what you think. I am proud of this fic because I set out to write it not knowing if I could do it. Well, for better or worse, HERE IT IS! Over 14k of something I am describing as slow burn smut. Who knew that was a thing? I certainly didn't but I enjoyed writing it. 
> 
> If you enjoyed this little fic o' mine, please leave me a message. It would mean the world to me. Thanks to everyone who has commented, given me kudos, reblogged the link, or come scream at me on tumblr. Y'all kept me going.


End file.
